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Fund Raising Agreement for Cherry Lane Golf CourseFUND RAISING AGREEMENT This agreement entered into by and between the CITY OF MERIDIAN, a municipal corporation organized and existing under the laws of the State of Idaho, hereinafter referred to as "CITY", and PATSY FEDRIZZI, hereafter referred to as "FEDRIZZI": WITNESSETH WHEREAS, CITY owns, or has the right to own, land upon which the CITY intends to construct another nine golf holes which will become the second nine holes for the CITY owned golf course, Cherry Lane Golf Course, which second nine holes for the Cherry Lane Golf Course shall hereafter be referred to as the "SECOND NINE"; and WHEREAS, the CITY is in need of additional funds to construct and develop the SECOND NINE and desires to raise the additional funds needed by asking for donations to the CITY to be used for construction and development of the SECOND NINE; and WHEREAS, the CITY does not have CITY staff that have the time, knowledge or experience to raise funds through donations; and WHEREAS, the CITY desires to contract with a person who has experience in fund raising through donations so that the CITY has a better opportunity to raise the funds needed for the construction and development of the SECOND NINE for the Cherry Lane Golf Course; and WHEREAS, FEDRIZZI has experience in raising funds through donations and desires to be involved in raising the funds for the SECOND NINE; and WHEREAS, FEDRIZZI desires to be compensated for her efforts in raising funds; and WHEREAS, the CITY desires that FEDRIZZI be compensated for her fund raising activities to give her incentive to raise the most possible; and WHEREAS, both parties desires to have a contract to evidence the agreement between them, NOW, THEREFORE, in consideration of the recitals and undertakings hereinabove and hereinbelow set forth, it is mutually covenanted and agreed by and between the parties as follows: SECTION 1. The above recitals are contractual and binding on the parties and a part of this agreement as much as if set forth in full herein. SECTION 2. The term of this Agreement shall be from the 1st day of June 1995, until the 31st day of December, 1995; that this Agreement may be extended for an additional time period, or , by agreement between the parties. SECTION 3. From the commencing date, as above stated, FEDRIZZI shall undertake efforts to raise and obtain contributions to the CITY for the construction and development of the SECOND NINE holes of the Cherry Lane Golf Course; that the contribution funds received shall to be used solely for the construction and development of the SECOND NINE holes of Cherry Lane Golf Course and for payment of the remuneration to FEDRIZZI; that the mutually agreed upon expenses and costs of FEDRIZZI'S efforts shall be paid by CITY out of and from the donated funds and not out of the fee that CITY is going to pay FEDRIZZI for her efforts and activities. SECTION 4. That FEDRIZZI shall require that all checks made for donations shall be made payable to the CITY, within seven (7) days of receipt, all cash, checks, or statements of service or product donations; that the CITY shall deposit all cash and checks in the CITY's bank account and CITY shall keep a separate account for said funds; the CITY shall keep in safekeeping all statements of service or product. donations. SECTION 5. That FEDRIZZI is not an employee of the CITY and shall receive no benefits from the CITY. That this is a contract for an independent contractor and FEDRIZZI shall maintain and pay for all of her own health and business insurance, workmen's compensation insurance, and other insurance, such as liability and automobile, for herself and her employees, if she has any. SECTION 6. That CITY shall pay to FEDRIZZI ten percent (10%) of the gross donations as compensation for her services; in the case if donation of services or product, the donator shall state his value of the service or product in the statement of donation; the CITY shall first determine whether the CITY is in need of the service or product for the construction and development of the SECOND NINE and how much of the service or product the CITY actually needs and can use; then the CITY shall determine the appropriate value of the service or product which it needs; the appropriate valuation given to the service or product shall be the figure that the CITY shall use to determine the value of the donation and the ten percent (10%) paid to FEDRIZZI for service or product donation shall be paid from the monetary funds received by the CITY. SECTION 7. FEDRIZZI shall keep books, accounts, and records that reflect all revenues, expenditures, and activities in connection with the management and operation of the donations for the construction and development of the SECOND NINE. The CITY shall have the right to inspect the books, accounts and records at any time. In the event of the termination of this Agreement, copies of any such records shall be surrendered to CITY or its designated agent. It is anticipated that FEDRIZZI's financial statements and records will be included in the Meridian City financial statements. 4041, IN WITNESS WHEREOF, this Agreement is executed as of this the .2t� '— day of (SLC. , 1995. FEDRIZZI CITY PATSY D' 1't ATTES --. Clerk, William G. Berg, Jr. SEAL _ �'Sr is, - ROSE (1915.1966) JUun U. Pl a U.— , PA WAYNE G. CROOKSTON, JR, PA WILLIAM J. SCHWARTZ JOHN O. FPIZGRRALD 11., PA PETER W. WAR$ JR. AMBROSE, FITZGERALD & CROOKSTON ATTORNEYS AND COUNSELORS AT LAW 1530 WEST STATE - P.O. BOX 427 MERIDIAN, IDAHO 83680 THIS FIRM INCLUDES PROFESSIONAL CORPORATIONS August 16, 1995 Patsy Fedrizzi 10437 Shiloh Drive Boise, ID 83704 RE: FUND RAISING FOR THE SECOND NINE HOLES AT CHERRY LANE GOLF COURSE Dear Patsy: TELEPHONE (206) 66 W*1 FACSIMILE (206) 86&1969 Please find enclosed a draft of an agreement which Grant asked me to prepare, which I felt was necessary to evidence the agreement between you and the City for your fund raising efforts. This is just a draft and contains some ideas that I had pertaining to the agreement. Please review and get back to me with all of your comments. I had originally put in a bond requirement because you possibly would have a substantial amount of funds on hand. Grant said to remove it which I did. Then the Internal Revenue Service came to the City to discuss matters and bonding requirements for City officers and employees came up. Will then though it would be a good idea to have a bond requirement in this agreement. Please let me know what your thinking is on the bond. If you have some reQ G=ant and seeor , I will certainly what he wants to dook at them and discuss them with Thank you very much for agreeing to perform the fund raising for the back nine. Very truly yours, WA G. CROOKSTON, JR. WGC/jld cc: Grant Kingsford Meridian City Mayor ��r�cl05ur-e) FUND RAISING AGREEMENT .s agreement entered into by and between the CITY OF MERIDIAN, a municipal corporation organized and existing under the laws of the State of Idaho, hereinafter referred to as "CITY", and PATSY FEDRIZZI, hereafter referred to as "FEDRIZZI": W I T N E S S E T H WHEREAS, CITY owns, or has rights to own, land upon which the CITY intends to construct another nine golf holes which will become the second nine holes for the CITY owned golf course, Cherry Lane Golf Course, which is now only a nine hole golf course, which second nine holes for the Cherry Lane Golf Course shall hereafter be referred to as the "SECOND NINE"; and WHEREAS, the CITY is in need of additional funds to construct and develop the SECOND NINE and desires to raise the additional funds needed by asking for donations to the CITY to be used for construction and development of the SECOND NINE; and WHEREAS, the CITY does not have CITY staff that have the time, knowledge or experience to raise funds through donations; and WHEREAS, the CITY desires to contract with a person who has experience in fund raising through donations so that the CITY has a better opportunity to raise the funds needed for the construction and development of the SECOND NINE for the Cherry Lane Golf Course; and WHEREAS, FEDRIZZI has experience in raising funds through donations and desires to be involved in raising the funds for the SECOND NINE; and AGREEMENT FOR FUND RAISER Page 1 WHEREAS, FEDRIZZI desires to be compensated for her efforts in raising funds; and WHEREAS, the CITY desires that FEDRIZZI be compensated for her fund raising activities to give her incentive to raise the most funds possible; and WHEREAS, both parties desire to have a contract to evidence the agreement between them, NOW, THEREFORE, in consideration of the recitals and undertakings hereinabove and hereinbelow set forth, it is mutually covenanted and agreed by and between the parties as follows: SECTION 1. The above recitals are contractual and binding on the parties and a part of this agreement as much as if set forth in full herein. SECTION 2. The term of this Agreement shall be from the day of , 1995, until the day of , 1995; that this Agreement may be extended for an additional time period, or , by agreement between the parties. SECTION 3. From the commencing date, as above stated, FEDRIZZI shall undertake efforts to raise and obtain contributions to the CITY for the construction and development of the SECOND NINE holes of Cherry Lane Golf Course; that the contributions funds received shall to be used solely for the construction and development of the SECOND NINE holes of Cherry Lane Golf Course and for payment of the remuneration to FEDRIZZI; that the expenses and costs of FEDRIZZI's efforts shall be paid by CITY out of and from the donated funds and not out of the fee that CITY is going to pay AGREEMENT FOR FUND RAISER Page 2 FEDRIZZI for her efforts and activities. SECTION 4. That contributions to the City for the construction and development of the SECOND NINE holes of Cherry Lane Golf Course are deductible for charitable purposes from state and federal taxes and FEDRIZZI shall inform prospective, and actual, donors that any donations are tax deductible on their income tax returns. SECTION 5. That FEDRIZZI shall require that all checks made for donations shall be made payable to the CITY; that she deliver and turn over to the CITY, within seven (7) days of receipt, all cash, checks, or statements of service or product donations; that the CITY shall deposit all cash and checks in the CITY's bank account and CITY shall keep a separate account for said funds; the CITY shall keep in safe keeping all statements of service or product donations. SECTION 6. That FEDRIZZI shall, at a minimum, hold, conduct and maintain parties for the promotion of people, corporations, associations, and other entities, giving funds or services or products as donations to the SECOND NINE; that she shall also perform other activities to achieve donations to the CITY for construction and development of the SECOND NINE. SECTION 7. That FEDRIZZI is not an employee of the CITY and shall receive no benefits from the CITY. That this is a contract for an independent contractor and FEDRIZZI shall maintain and pay for all of her own health and business insurance, workmen's compensation insurance, and other insurance, such as liability and AGREEMENT FOR FUND RAISER Page 3 automobile, for herself and her employees, if she has any. SECTION B. That CITY shall pay to FEDRIZZI ten percent (10%) of the gross donations as compensation for her services; in the case of donations of service or product, the donator shall state his value of the service or product in the statement of donation; the CITY shall first determine whether the CITY is in need of the service or product for the construction and development of the SECOND NINE and how much of the service or product the CITY actually needs and can use; then the CITY shall determine the appropriate value of the service or product which it needs; the appropriate valuation given to the service or product shall be the figure that the CITY shall use to determine the value of the donation and the ten percent (10%) to be paid to FEDRIZZI shall be based on that valuation; the ten percent (10%) paid to FEDRIZZI for service or product donation shall be paid from the monetary funds received by the CITY. SECTION 9. It is an express condition of this Agreement that CITY shall be free from any and all liabilities and claims for damages, fines, suits, liabilities, taxes, or claims for or by reason of injury or injuries to any person or persons or damages to property of any kind whatsoever, from any cause or causes whatsoever during the term of this Agreement, or occasioned by FEDRIZZI. FEDRIZZI shall indemnify, defend, save and hold harmless CITY from and for any and all losses, claims, fines, actions, judgments for damages, or injury to persons or property and losses and expenses caused or incurred by CITY of any Donator of funds for AGREEMENT FOR FUND RAISER Page 4 the construction and development of the SECOND NINE. The limits of insurance shall not be deemed a limitation of the covenants to indemnify, save, defend and hold harmless CITY; and if CITY becomes liable for an amount in excess of the insurance limits, herein provided, FEDRIZZI covenants and agrees to indemnify, save, defend and hold harmless CITY from and for all such losses, claims, actions, or judgments for damages or liability to persons or property. SECTION 10. FEDRIZZI shall keep books, accounts, and records that reflect all revenues, expenditures, and activities in connection with the management and operation of'the donations for the construction and development of the SECOND NINE. The CITY shall have the right to inspect the books, accounts and records at any time. In the event of the termination of this Agreement, copies of any such records shall be surrendered to CITY or its designated agent. CITY and/or its designated representatives reserve the right to require a financial audit of the FEDRIZZI's financial statements, books, accounts and records, at any time. Such audit to be at the sole expense of the CITY. It is anticipated that FEDRIZZI's financial statements and records will be included in the Meridian City financial statements. SECTION 11. In the event of default of default by FEDRIZZI in the due performance or observance of any of her agreements or covenants contained in this agreement, which default shall have continued for a period of five (5) days, in the case of failure to deliver to the CITY any cash, checks, or statements of service or AGREEMENT FOR FUND RAISER Page 5 product donation or fifteen (15) days in the case of other events of default of the requirements of this Agreement, after written notice specifying the default has been delivered to FEDRIZZI, unless CITY shall agree in writing to an extension of such time prior to its expiration, then CITY may: (i) take possession of all donations which are still in the possession of FEDRIZZI que exclude FEDRIZZI from possession thereof and administer the same for the account of the CITY, holding FEDRIZZI liable for the any balance due hereunder; (ii) CITY or its assigns may immediately terminate this agreement without further notice as required hereunder, exclude FEDRIZZI from possession of any donations, and at its option, operate the fund raising activity for the account of CITY, or assigning the fund raising activity to another independent party without FEDRIZZI's written consent, holding FEDRIZZI liable for all sums due prior to the date of termination for all donations due prior to the date of termination; or (iii) CITY or its assigns may take whatever other action at law or in equity as may be available to collect any sums due hereunder, or to enforce any obligation, covenant, or agreement of FEDRIZZI under this Agreement, or to collect actual damages for breach of contract, or to effect or obtain any other remedy available. Whenever any such event of default shall have continued after AGREEMENT FOR FUND RAISER Page 6 the notification of the default, CITY may terminate this agreement, take all cash, checks, and statements of service or product, and take over all activities of FEDRIZZI or assign them to another independent contractor. No remedy herein conferred upon, reserved, or waived by CITY is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or available at law or in equity. SECTION 12. CITY and FEDRIZZI are not, and shall never be considered, as joint venturers or partners of each other, and neither shall have the power to bind or obligate the other except as set forth in this Agreement. There shall be no liability on the part of CITY or FEDRIZZI to any person, firm, or corporation for any debts incurred by the other resulting from business conducted by it unless CITY and FEDRIZZI agree in writing to pay such debt. SECTION 13. The rights and obligations created hereunder being in the nature of a contract for personal services, FEDRIZZI shall not assign this Agreement or any interest hereunder to any other party without written approval of CITY. CITY reserves the right to terminate this Agreement upon thirty (30) days written notice SECTION 14. A. This Agreement shall be governed by and construed in accordance with the laws of the State of Idaho. B. All terms and words used in this Agreement, regardless of AGREEMENT FOR FUND RAISER Page 7 the number and gender in which they are used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context or sense of this Agreement and any other paragraph or clause herein may require, the same as=if such words had been fully and properly written in such number and gender. SECTION 15. FEDRIZZI, for herself, her personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree that (1) no person on the grounds of race, color, national origin, religion, sex, age, marital status, veterans' status, physical or mental handicaps for which reasonable accommodations can be made or other non -meritorious factors or other factors which do not constitute bona fide occupational requirements shall be excluded from participation, denied the benefits of, or be otherwise subjected to discrimination, SECTION 16. This Agreement contains the entire agreement of the parties and no representation, inducement, promise, agreement, oral or otherwise, not embodied herein shall be of any force or effect. SECTION 17. No modification, amendment, deletion, addition or other change in this Agreement, or any provision hereof, or waiver of any right or remedy provided hereunder shall be effective for any purpose unless specifically set forth in writing signed by the party or parties to be bound thereby. The waiver of any right or remedy in respect to any occurrence or event or non-occurrence AGREEMENT FOR FUND RAISER Page 8 on one occasion shall not be deemed a waiver of such right or remedy in respect to such occurrence, non-occurrence or event on any other occasion. SECTION 18. Notices to the parties shall be given by mailing a copy of the same by first class mail to the respective parties at the addresses set forth below: PATSY FEDRIZZI 10437 Shiloh Drive Boise, Idaho 83704 CITY OF MERIDIAN Mayor Grant P. Kingsford 33 East Idaho Street Meridian, Idaho 83642 SECTION 19. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their respective successors and assigns. Provided, however, that this paragraph is to be in no way construed as granting to FEDRIZZI the right to assign this Agreement or any interest therein without the express prior written approval of CITY, which approval may be withheld for any reason. IN WITNESS WHEREOF, this Agreement is executed as of this the day of FEDRIZZI BY: PATSY FEDRIZZI , 1995. CITY BY: Mayor, GRANT P. KINGSFORD ATTEST Clerk, William g. Berg. Jr. AGREEMENT FOR FUND RAISER Page 9 STATE OF T_DAHO,) • ss. County of Ada, ) On this day of , 1995, before me, the undersigned, a notary public in and for said State, personally appeared PATSY FEDRIZZI, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that she executed the same IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal, the day and year in this certificate first above written. SEAL STATE OF IDAHO,) SS. County of Ada, ) NOTARY PUBLIC FOR IDAHO RESIDING AT MERIDIAN, IDAHO On this day of 11995, before me, the undersigned, a notary public in and for said State, personally appeared GRANT P. KINGSFORD and WILLIAM G. BERG, JR., known to me to be the MAYOR and CITY CLERK of the CITY OF MERIDIAN, whose names are subscribed to the foregoing instrument, and acknowledged to me that they executed the same on behalf of said City of Meridian. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal, the day and year in this certificate first above written. SEAL NOTARY PUBLIC FOR IDAHO RESIDING AT MERIDIAN, IDAHO AGREEMENT FOR FUND RAISER Page 10